Item 1.01 Entry into a Material Definitive Agreement
OnAugust 7, 2022 ,Professional Holding Corp. (the "Company"), the parent company ofProfessional Bank , entered into an Agreement and Plan of Merger (the "Agreement") providing for the merger (the "Merger") of the Company with and into Seacoast Banking Corporation of Florida ("SBC"), the parent company ofSeacoast National Bank ("Seacoast Bank "), and the merger ofProfessional Bank with and intoSeacoast Bank . In accordance with and subject to the terms of the Agreement, upon completion of the Merger, each share of the Company's common stock issued and outstanding immediately prior to the Effective Time (excluding Dissenting Shares and subject to certain adjustments set forth in the Agreement) will be converted into the right to receive 0.8909 shares of SBC common stock. Completion of the Merger is subject to shareholder approvals, the registration under the Securities Act of 1933, as amended, of the SBC shares to be issued in the Merger and the approval for listing of the SBC common stock to be issued in the Merger on NASDAQ, regulatory approvals, and other customary closing conditions and is expected to occur in the first quarter of 2023. Capitalized terms used above have the meanings ascribed to such terms in the Agreement. The above description of the Agreement is qualified in its entirety by reference to the Agreement, which is filed as an exhibit to and incorporated by reference in this Report on Form 8-K.
An
Item 9.01 Exhibits
Exhibit No. Description 2.1 Agreement and Plan of Merger, datedAugust 7 ,
2022, by and among Seacoast
Banking Corporation ofFlorida , Seacoast National
Bank,
Corp., andProfessional Bank 99.1 Press release, issuedAugust 8, 2022 104 Cover Page Interactive Data File (embedded within
the Inline XBRL Document)
--------------------------------------------------------------------------------
© Edgar Online, source